Avis Budget Group, Inc. Sample Contracts

Avis Budget Group, Inc. – as Administrative Agent CERTAIN NON-CONDUIT PURCHASERS, CERTAIN CP CONDUIT PURCHASERS, CERTAIN COMMITTED NOTE PURCHASERS, CERTAIN FUNDING AGENTS, (February 21st, 2019)
Avis Budget Group, Inc. – AVIS RENT A CAR SYSTEM, LLC PENSION PLAN (February 21st, 2019)

This Avis Rent A Car System, LLC Pension Plan (the “Plan”) became effective as of June 1, 2006 as an amendment and restatement of Part II of the Cendant Corporation Pension Plan in connection with the spin-off of Realogy Corporation by Cendant Corporation (the “Sponsor”) as part of a special dividend distribution to its shareholders (the “Dividend Distribution”). When first made effective, this Plan was identical in all material respects to Part II of the Cendant Corporation Pension Plan.

Avis Budget Group, Inc. – Avis Budget Group (February 21st, 2019)
Avis Budget Group, Inc. – AWARD AGREEMENT – RESTRICTED STOCK UNITS NON-EMPLOYEE DIRECTORS (February 21st, 2019)

Award Agreement (this “Agreement”), dated as of [ ], by and between Avis Budget Group, Inc., a Delaware corporation (the “Company”), and [ ] (the “Grantee”), pursuant to the terms and conditions of the Avis Budget Group, Inc. Amended and Restated Equity and Incentive Plan (the “Plan”).

Avis Budget Group, Inc. – March 25, 2010 2215 Bellflower Lane New Hope, PA 18938 Dear Michael: (February 21st, 2019)

We are pleased to confirm our offer of employment with Avis Budget Car Rental LLC as Executive Vice President, General Counsel. This position reports to Ronald Nelson, Chairman & CEO. We anticipate your start date to be on or about April 19, 2010. Your salary, paid on a bi-weekly basis, will be $13,461.54, which equates to an annualized salary of $350,000.00. This offer is contingent upon satisfactory employment, education, drug screening, and reference verifications, as well as compliance with Federal immigration employment law requirements.

Avis Budget Group, Inc. – AVIS BUDGET GROUP, INC. NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN (February 21st, 2019)
Avis Budget Group, Inc. – Avis Budget Group, Inc. AWARD AGREEMENT – PERFORMANCE-BASED RESTRICTED STOCK UNITS (February 21st, 2019)

Award Agreement (this “Agreement”), dated as of [ ] (the “Date of Grant”), by and between Avis Budget Group, Inc., a Delaware corporation (the “Company”), and [ ] (the “Grantee”), pursuant to the terms and conditions of the Avis Budget Group, Inc. Amended and Restated Equity and Incentive Plan (the “Plan”).

Avis Budget Group, Inc. – Avis Budget Group, Inc. AWARD AGREEMENT – RESTRICTED STOCK UNITS (February 21st, 2019)

Award Agreement (this “Agreement”), dated as of [ ], by and between Avis Budget Group, Inc., a Delaware corporation (the “Company”), and [ ] (the “Grantee”), pursuant to the terms and conditions of the Avis Budget Group, Inc. Amended and Restated Equity and Incentive Plan (the “Plan”).

Avis Budget Group, Inc. – as Administrative Agent CERTAIN NON-CONDUIT PURCHASERS, CERTAIN CP CONDUIT PURCHASERS, CERTAIN COMMITTED NOTE PURCHASERS, CERTAIN FUNDING AGENTS, (February 21st, 2019)
Avis Budget Group, Inc. – AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Series 2019-1 Agent SERIES 2019-1 SUPPLEMENT dated as of February 13, 2019 to SECOND AMENDED AND RESTATED BASE INDENTURE dated as of June 3, 2004 (February 20th, 2019)

SERIES 2019-1 SUPPLEMENT, dated as of February 13, 2019 (this “Supplement”), among AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited liability company established under the laws of Delaware (“ABRCF”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York), a limited purpose national banking association with trust powers, as trustee (in such capacity, and together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York), as agent (in such capacity, the “Series 2019-1 Agent”) for the benefit of the Series 2019-1 Noteholders, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, between ABRCF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Supplements creating a new Series of Notes, the “Base Indenture”).

Avis Budget Group, Inc. – February 15, 2019 (February 19th, 2019)
Avis Budget Group, Inc. – 4.750% Senior Notes due 2026 INDENTURE Dated as of October 4, 2018 (November 6th, 2018)

INDENTURE dated as of October 4, 2018 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among AVIS BUDGET FINANCE PLC, a company organized under the laws of Jersey, Channel Islands (the “Issuer”), the Guarantors (as defined herein), DEUTSCHE BANK AG, LONDON BRANCH, as paying agent, DEUTSCHE BANK LUXEMBOURG S.A., as registrar, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (the “Trustee”).

Avis Budget Group, Inc. – Form of Note AVIS BUDGET FINANCE PLC 4.750% Senior Notes due 2026 (November 6th, 2018)

Avis Budget Finance plc, a company duly organized and existing under the laws of Jersey, Channel Islands (“the Issuer,” which term includes its successors and assigns), promises to pay to , or registered assigns, the principal sum of €___________________ ([                                ] Euros) [(or such lesser or greater amount as shall be outstanding hereunder from time to time in accordance with Sections 2.1 and 2.6 of the Indenture referred to on the reverse hereof)] (the “Principal Amount”) on January 30, 2026. The Issuer promises to pay interest semi-annually in cash on January 30 and July 30 of each year, commencing January 30, 2019, at the rate of 4.750% per annum, until the Principal Amount is paid or made available for payment. [Interest on this Note will accrue from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no interest has been paid, from the Issue

Avis Budget Group, Inc. – AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Series 2018-2 Agent SERIES 2018-2 SUPPLEMENT dated as of October 25, 2018 to SECOND AMENDED AND RESTATED BASE INDENTURE dated as of June 3, 2004 (October 30th, 2018)

SERIES 2018-2 SUPPLEMENT, dated as of October 25, 2018 (this “Supplement”), among AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited liability company established under the laws of Delaware (“ABRCF”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York), a limited purpose national banking association with trust powers, as trustee (in such capacity, and together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York), as agent (in such capacity, the “Series 2018-2 Agent”) for the benefit of the Series 2018-2 Noteholders, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, between ABRCF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Supplements creating a new Series of Notes, the “Base Indenture”).

Avis Budget Group, Inc. – Dated 30 May 2018 CARFIN FINANCE INTERNATIONAL DAC as the Issuer and FCT NoteholderCREDIT AGRICOLE CORPORATE AND INVESTMENT BANK as Arranger and Transaction AgentDEUTSCHE TRUSTEE COMPANY LIMITED as Issuer Security TrusteeCREDIT AGRICOLE CORPORATE AND INVESTMENT BANK as FleetCo Security AgentCERTAIN ENTITIES NAMED HEREIN as Opcos, Servicers and LesseesCERTAIN ENTITIES NAMED HEREIN as FleetCos AVIS BUDGET CAR RENTAL, LLC as the ParentAVIS FINANCE COMPANY LIMITED as Finco, the Subordinated Lender, the Avis Italian VAT Lender and the Maggiore Italian VAT LenderAVIS BUDGET EMEA LIMITEDas Avis Europ (June 6th, 2018)

AVIS BUDGET ITALIA S.P.A. FLEET CO. S.A.P.A. (as Italian FleetCo, Avis Italian VAT Loan Borrower and Maggiore Italian VAT Loan Borrower)

Avis Budget Group, Inc. – SEPARATION AND CONSULTING AGREEMENT (May 24th, 2018)

This Separation and Consulting Agreement (the “Agreement”) is by and between Ronald L. Nelson (the “Executive”) and Avis Budget Group, Inc., a Delaware Corporation (the “Company”).

Avis Budget Group, Inc. – AMENDED AND RESTATED BY-LAWS (As of May 23, 2018) OF AVIS BUDGET GROUP, INC. (the “Corporation”) (May 24th, 2018)
Avis Budget Group, Inc. – AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Series 2018-1 Agent SERIES 2018-1 SUPPLEMENT dated as of April 30, 2018 to SECOND AMENDED AND RESTATED BASE INDENTURE dated as of June 3, 2004 (May 4th, 2018)

SERIES 2018-1 SUPPLEMENT, dated as of April 30, 2018 (this “Supplement”), among AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited liability company established under the laws of Delaware (“ABRCF”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York), a limited purpose national banking association with trust powers, as trustee (in such capacity, and together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York), as agent (in such capacity, the “Series 2018-1 Agent”) for the benefit of the Series 2018-1 Noteholders, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, between ABRCF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Supplements creating a new Series of Notes, the “Base Indenture”).

Avis Budget Group, Inc. – AMENDMENT NO. 1 TO RIGHTS AGREEMENT (April 16th, 2018)

Amendment No. 1, dated as of April 16, 2018 (this “Amendment”), to the Rights Agreement, dated as of January 14, 2018 (the “Rights Agreement”), between Avis Budget Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

Avis Budget Group, Inc. – CERTIFICATE OF ELIMINATION of SERIES S PREFERRED STOCK of AVIS BUDGET GROUP, INC. Pursuant to Section 151(g) of the Delaware General Corporation Law (April 16th, 2018)

Avis Budget Group, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

Avis Budget Group, Inc. – AMENDMENT NO. 1 TO RIGHTS AGREEMENT (April 16th, 2018)

Amendment No. 1, dated as of April 16, 2018 (this “Amendment”), to the Rights Agreement, dated as of January 14, 2018 (the “Rights Agreement”), between Avis Budget Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

Avis Budget Group, Inc. – Avis Budget Group Enters into New Cooperation Agreement With SRS Investment Management Jagdeep Pahwa and Carl Sparks Appointed to Board SRS Agrees to Support All Company Nominees at the 2018 Annual Meeting Company to Terminate Shareholder Rights Plan (April 16th, 2018)

PARSIPPANY, N.J., April 16, 2018 — Avis Budget Group, Inc. (NASDAQ:CAR) today announced that it has entered into a new cooperation agreement with SRS Investment Management, LLC (“SRS”), the Company’s largest shareholder for the last several years. The Company also announced that, effective April 16, 2018, it is terminating the Shareholder Rights Plan it adopted in January 2018.

Avis Budget Group, Inc. – SECOND AMENDED AND RESTATED COOPERATION AGREEMENT (April 16th, 2018)

This Second Amended and Restated Cooperation Agreement, dated as of April 16, 2018 (this “Agreement”), is by and among Avis Budget Group, Inc. (the “Company”) and the entities set forth on Schedule A hereto (together with their Affiliates, “SRS”).

Avis Budget Group, Inc. – SECOND AMENDED AND RESTATED COOPERATION AGREEMENT (April 16th, 2018)

This Second Amended and Restated Cooperation Agreement, dated as of April 16, 2018 (this “Agreement”), is by and among Avis Budget Group, Inc. (the “Company”) and the entities set forth on Schedule A hereto (together with their Affiliates, “SRS”).

Avis Budget Group, Inc. – AMENDMENT NO. 1 TO RIGHTS AGREEMENT (April 16th, 2018)

Amendment No. 1, dated as of April 16, 2018 (this “Amendment”), to the Rights Agreement, dated as of January 14, 2018 (the “Rights Agreement”), between Avis Budget Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

Avis Budget Group, Inc. – AVIS BUDGET GROUP ANNOUNCES AMENDMENT AND EXTENSION OF ITS SENIOR CREDIT AGREEMENT (February 16th, 2018)

PARSIPPANY, N.J., February 14, 2018 — Avis Budget Group, Inc. (NASDAQ: CAR) announced today that it has extended the term of its $1.8 billion senior revolving credit facility for an additional two years to 2023. Also, the Company extended the maturity of its $1.1 billion term loan for an additional three years to 2025, with no change in interest rate charged. The financial covenant contained in its overall senior credit agreement was changed to a first lien leverage ratio not to exceed 2.5 times of Consolidated EBITDA, as defined in the credit agreement.

Avis Budget Group, Inc. – FIFTH AMENDED AND RESTATED CREDIT AGREEMENT among AVIS BUDGET HOLDINGS, LLC, (February 16th, 2018)

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 13, 2018, among AVIS BUDGET HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), AVIS BUDGET CAR RENTAL, LLC, a Delaware limited liability company (the “Borrower”), AVIS BUDGET GROUP, INC., a Delaware corporation, the Subsidiary Borrowers (as defined herein) from time to time parties hereto, the several banks and other financial institutions or entities from time to time parties hereto (the “Lenders”), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the “Syndication Agent”), CITIBANK, N.A., BANK OF AMERICA, N.A., BARCLAYS BANK PLC and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.

Avis Budget Group, Inc. – CERTIFICATE OF DESIGNATIONS of SERIES S PREFERRED STOCK of AVIS BUDGET GROUP, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) (January 16th, 2018)

Avis Budget Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “Board of Directors”) as required by Section 151 of the General Corporation Law on January 14, 2018:

Avis Budget Group, Inc. – Company’s Largest Stockholder Refuses to Renew Cooperation Agreement Expiring Today Board Refreshment Process Underway (January 16th, 2018)

PARSIPPANY, N.J., January 15, 2018 — Avis Budget Group, Inc. (NASDAQ: CAR) today announced that its Board of Directors has approved the adoption of a one-year Stockholder Rights Plan to protect the interests of all Avis Budget Group stockholders. The Rights Plan is intended to preserve the Company’s ability to evaluate and pursue all strategic actions and prevent SRS Investment Management, the Company’s largest stockholder, from obtaining effective control without paying a control premium.

Avis Budget Group, Inc. – RIGHTS AGREEMENT Dated as of January 14, 2018 between AVIS BUDGET GROUP, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent (January 16th, 2018)

This Rights Agreement (this “Agreement”), dated as of January 14, 2018, is between Avis Budget Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

Avis Budget Group, Inc. – AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Series 2017-2 Agent SERIES 2017-2 SUPPLEMENT dated as of December 13, 2017 to SECOND AMENDED AND RESTATED BASE INDENTURE dated as of June 3, 2004 (December 19th, 2017)

SERIES 2017-2 SUPPLEMENT, dated as of December 13, 2017 (this “Supplement”), among AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited liability company established under the laws of Delaware (“ABRCF”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York), a limited purpose national banking association with trust powers, as trustee (in such capacity, and together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York), as agent (in such capacity, the “Series 2017-2 Agent”) for the benefit of the Series 2017-2 Noteholders, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, between ABRCF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Supplements creating a new Series of Notes, the “Base Indenture”).

Avis Budget Group, Inc. – September 29, 2017 Avis Budget Car Rental, LLC (November 3rd, 2017)
Avis Budget Group, Inc. – SECOND AMENDMENT (August 24th, 2017)

SECOND AMENDMENT, dated as of August 23, 2017 (this “Amendment”), among AVIS BUDGET HOLDINGS, LLC (“Holdings”), AVIS BUDGET CAR RENTAL, LLC (the “Borrower”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent (in such capacity, the “Administrative Agent”).

Avis Budget Group, Inc. – SEPARATION AGREEMENT (June 8th, 2017)

This Separation Agreement (the “Agreement”) is by and between David B. Wyshner (the “Executive”) and Avis Budget Group, Inc., a Delaware Corporation (the “Company”).

Avis Budget Group, Inc. – Dated 16 May 2017 CARFIN FINANCE INTERNATIONAL DAC as the Issuer and FCT NoteholderCREDIT AGRICOLE CORPORATE AND INVESTMENT BANK as Arranger and Transaction AgentDEUTSCHE TRUSTEE COMPANY LIMITED as Issuer Security TrusteeCREDIT AGRICOLE CORPORATE AND INVESTMENT BANK as FleetCo Security AgentCERTAIN ENTITIES NAMED HEREIN as Opcos, Servicers and LesseesCERTAIN ENTITIES NAMED HEREIN as FleetCos AVIS BUDGET CAR RENTAL, LLC as the ParentAVIS FINANCE COMPANY LIMITED as Finco, the Subordinated Lender, the Avis Italian VAT Lender and the Maggiore Italian VAT LenderAVIS BUDGET EMEA LIMITEDas Avis Europ (May 22nd, 2017)

AVIS BUDGET ITALIA S.P.A. FLEET CO. S.A.P.A. (as Italian FleetCo, Avis Italian VAT Loan Borrower and Maggiore Italian VAT Loan Borrower)